The Company currently has one active equity plan (the “2011 Plan”) under which TWC is authorized to grant restricted stock units (“RSUs”) and options to purchase shares of TWC common stock to its employees and non-employee directors. The 2011 Plan was approved at TWC's annual meeting of stockholders in May 2011. Pursuant to the terms of the 2011 Plan, upon stockholder approval of the 2011 Plan, no further awards may be made under the Company's 2006 Stock Incentive Plan. As of June 30, 2011, the 2011 Plan provides for issuance of up to 20.0 million shares of TWC common stock all of which were available for grant.

Equity-based compensation expense recognized for the three and six months ended June 30, 2011 and 2010 is as follows (in millions):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2011		2010		2011		2010
Restricted stock units	$	16	$	15	$	42	$	34
Stock options		8		10		23		27
Total equity-based compensation expense	$	24	$	25	$	65	$	61

For the six months ended June 30, 2011, TWC granted 1.356 million RSUs at a weighted-average grant date fair value of $72.05 per RSU, including 158,000 RSUs subject to performance-based vesting conditions (“PBUs”) at a weighted-average grant date fair value of $72.05 per PBU. For the six months ended June 30, 2010, TWC granted 1.936 million RSUs at a weighted-average grant date fair value of $45.15 per RSU. No PBUs were granted during 2010. Total unrecognized compensation cost related to unvested RSUs as of June 30, 2011, without taking into account expected forfeitures, is $156 million, which the Company expects to recognize over a weighted-average period of 2.87 years.

RSUs, including PBUs, generally vest equally on each of the third and fourth anniversary of the grant date, subject to continued employment and, in the case of PBUs, subject to the satisfaction and certification of the applicable performance conditions. RSUs provide for accelerated vesting upon the grantee's termination of employment after reaching a specified age and years of service and, in the case of PBUs, subject to the satisfaction and certification of the applicable performance conditions. PBUs are subject to forfeiture if the applicable performance condition is not satisfied. Shares of TWC common stock will generally be issued at the end of the vesting period of an RSU. RSUs awarded to non-employee directors are not subject to vesting or forfeiture restrictions and the shares underlying the RSUs will generally be issued in connection with a director's termination of service as a director. Holders of RSUs are generally entitled to receive cash dividend equivalents or retained distributions related to regular cash dividends or distributions, respectively, paid by TWC. In the case of PBUs, the receipt of the dividend equivalents is subject to the satisfaction and certification of the applicable performance conditions. Retained distributions are subject to the vesting requirements of the underlying RSUs.

For the six months ended June 30, 2011, TWC granted 2.197 million stock options at a weighted-average grant date fair value of $18.95 per option, including 262,000 stock options subject to performance-based vesting conditions (“PBOs”) at a weighted-average grant date fair value of $19.08 per PBO. For the six months ended June 30, 2010, TWC granted 3.796 million stock options at a weighted-average grant date fair value of $10.94 per option. No PBOs were granted during 2010. Total unrecognized compensation cost related to unvested stock options as of June 30, 2011, without taking into account expected forfeitures, is $67 million, which the Company expects to recognize over a weighted-average period of 2.71 years.

Stock options, including PBOs, have exercise prices equal to the fair market value of TWC common stock at the date of grant. Generally, the stock options vest ratably over a four-year vesting period and expire ten years from the date of grant, subject to continued employment and, in the case of PBOs, subject to the satisfaction and certification of the applicable performance condition. Certain stock option awards provide for accelerated vesting upon the grantee's termination of employment after reaching a specified age and years of service and, in the case of PBOs, subject to the satisfaction and certification of the applicable performance conditions. PBOs are subject to forfeiture if the applicable performance condition is not satisfied.

The table below presents the assumptions used to value stock options at their grant date for the six months ended June 30, 2011 and 2010 and reflects the weighted average of all awards granted within each period:

	Six Months Ended
	June 30,
	2011		2010
Expected volatility		31.21%		31.39%
Expected term to exercise from grant date (in years)		6.41		6.73
Risk-free rate		2.82%		3.06%
Expected dividend yield		2.66%		3.54%